-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PvJttkWF4VCAeDyhM7ZEzGYIBa+GlkTvzhp0waVq5m8iEZx7pp351CrtE24z4dEO O+Nc/zCintKKwTjb5mhugg== 0000950152-98-004720.txt : 19980519 0000950152-98-004720.hdr.sgml : 19980519 ACCESSION NUMBER: 0000950152-98-004720 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980518 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST UNION REAL ESTATE EQUITY & MORTGAGE INVESTMENTS CENTRAL INDEX KEY: 0000037008 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 346513657 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: SEC FILE NUMBER: 001-06249 FILM NUMBER: 98627260 BUSINESS ADDRESS: STREET 1: 55 PUBLIC SQUARE STREET 2: STE 1900 CITY: CLEVELAND STATE: OH ZIP: 44113 BUSINESS PHONE: 2167814030 MAIL ADDRESS: STREET 1: 55 PUBLIC SQUARE SUITE 1910 CITY: CLEVELAND STATE: OH ZIP: 44113 FORMER COMPANY: FORMER CONFORMED NAME: FIRST UNION REALTY DATE OF NAME CHANGE: 19691012 DEFA14A 1 FIRST UNION REAL ESTATE EQUITY & MORTGAGE INV. 1 ================================================================================ SCHEDULE 14A (RULE 14a) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) [ ] Definitive Proxy Statement [ ] Definitive Additional Materials [X] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS (NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) (NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: ....... (2) Aggregate number of securities to which transaction applies: .......... (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): ............ (4) Proposed maximum aggregate value of transaction: ...................... (5) Total fee paid: ....................................................... [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: ............................................... (2) Form, Schedule or Registration Statement No.: ......................... (3) Filing Party: ......................................................... (4) Date Filed: ........................................................... ================================================================================ 2 FIRST UNION REAL ESTATE INVESTMENTS - -------------------------------------------------------------------------------- AT THE COMPANY -------------- Thomas T. Kmiecik Senior Vice President and Treasurer (216) 781-4030 FOR IMMEDIATE RELEASE FIRST UNION'S BOARD TERMINATES CEO ---------------------------------- CLEVELAND, OHIO, MAY 18, 1998 -- FIRST UNION REAL ESTATE INVESTMENTS (NYSE:FUR) announced today that its Board of Trustees has terminated the employment of James C. Mastandrea. Prior to his termination, Mr. Mastandrea had been Chairman of the Board, Chief Executive Officer, and President of the Trust. Steven M. Edelman, Executive Vice President and Chief Financial Officer, has been appointed as interim Chief Executive Officer until a permanent replacement is found. Russell R. Gifford, Chairman of the Independent Special Committee of First Union's Board of Trustees, said, "Over the years, Jim has made a substantial contribution to the Trust. He has upgraded the Trust's portfolio through the re-development of existing properties, acquisitions, and the sale of underperforming properties. Among other things, Jim was responsible for the Marathon acquisition, which was the largest and most profitable acquisition in the Trust's history. "Proposed tax legislation, which would eliminate the favorable tax status of the stapled-stock and paired-share REITs such as First Union, and the proxy contest with Gotham have, however, profoundly changed the future for the Trust," Mr. Gifford said. "We were unable to access the capital markets in the spring, which curtailed Jim's plans for further investment and growth, particularly in the parking business." Mr. Gifford continued, "The character of our shareholders has also changed dramatically. Our largest shareholders now include Gotham Partners, Apollo Real Estate Investments, Franklin Mutual Advisors, Inc., Cerberus Partners, and their affiliates, and we suspect that a large portion of our other shareholders are like-minded investors who have followed Gotham into First Union shares. Gotham has gone so far as to initiate a proxy contest to take control of the Trust's Board of Trustees at tomorrow's Annual Meeting. Whether or not Gotham succeeds in the proxy contest, we believe that it is in the best interests of the Trust and its shareholders for Jim to step down in order to facilitate the appointment of a new Chief Executive Officer who is more acceptable to our shareholder base." First Union Real Estate Investments is a real estate investment trust (REIT) headquartered in Cleveland, Ohio, and traded on the NYSE. # # #
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